No Prior Merger Sub Operations. Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
No Prior Merger Sub Operations. Merger Sub is an entity newly formed for the purpose of participating in the Merger and is a wholly-owned subsidiary of Parent, and at no time before the Effective Time has the Merger Sub had assets (other than nominal assets contributed upon the formation of the Merger Sub) or business operations.
No Prior Merger Sub Operations. Each of Parent and Merger Sub was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
No Prior Merger Sub Operations. Merger Sub has not conducted any business prior to the date of this Agreement and has, and prior to the Effective Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
No Prior Merger Sub Operations. Each of Merger Sub I and Merger Sub II was formed solely for the purpose of effecting the Mergers, has no assets or liabilities and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby. 5.6 Capitalization (a) The authorized share capital of Oddity as of immediately prior to First Effective Time is NIS 14,000 divided into (i) 10,000,000 Class A Ordinary Shares of nominal value NIS 0.001, each (ii) 2,000,000 Class B Ordinary Shares of nominal value NIS 0.001 each, and (iii) 2,000,000 Redeemable A Shares of nominal value NIS 0.001 each; All of the issued and outstanding shares of Oddity are duly authorized and validly issued, fully paid and nonassessable, and were issued in compliance with all applicable Laws and all requirements set forth in applicable Contracts. There is no liability for dividends declared or accrued and unpaid by Oddity.
No Prior Merger Sub Operations. Merger Sub is a wholly owned, indirect subsidiary of Parent and a wholly owned direct subsidiary of, and for U.S. federal income Tax purposes, an entity that is disregarded as an entity separate from (within the meaning of Treasury Regulation Section 301.7701-2(c)(2)(i)) (a “Disregarded Entity”), InMed Pharmaceuticals Ltd., a Delaware corporation and wholly owned direct subsidiary of Parent. Merger Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
No Prior Merger Sub Operations. Acquirer owns beneficially and of record all of the outstanding capital stock of Merger Sub I and all of the outstanding membership interests of Merger Sub II. Except for obligations incurred in connection with its incorporation or organization and the negotiation and consummation of this Agreement and the Transactions, neither of the Merger Subs has incurred, directly or indirectly, any obligation or liability, engaged in any business or activity or conducted operations of any type or kind whatsoever or entered into any agreement or arrangement with any Person. Each Merger Sub was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Transactions.
No Prior Merger Sub Operations. At the time it becomes a party to this Agreement, Merger Sub shall have been formed solely for the purpose of effecting the Merger and shall not have engaged, and will not engage, in any business activities or operations other than in connection with the transactions contemplated hereby.
No Prior Merger Sub Operations. Each of the Merger Subs was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Neither of the Merger Subs owns or holds, nor has either of the Merger Subs ever owned or held, any assets. Neither of the Merger Subs has, or has ever had, any Liabilities. Neither of the Merger Subs carries on, or has ever carried on, any business activities other than in connection with the Merger and the transactions contemplated by this Agreement.
No Prior Merger Sub Operations. Merger Sub is a wholly owned, direct subsidiary of Parent. Mxxxxx Sub has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.
